FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2008
or
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-28132
STREAMLINE HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
31-1455414 |
(State or other jurisdiction of
|
|
(I.R.S. Employer |
incorporation or organization)
|
|
Identification No.) |
10200 Alliance Road, Suite 200
Cincinnati, Ohio 45242-4716
(Address of principal executive offices) (Zip Code)
(513) 794-7100
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer o |
|
Accelerated filer o |
|
Non-accelerated filer o
(Do not check if a smaller reporting company) |
|
Smaller Reporting Company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Number of shares of Registrants Common Stock ($.01 par value per share) issued and
outstanding, as of December 1, 2008: 9,304,782.
PART I. FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Assets
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
(Audited) |
|
|
|
October 31, |
|
|
January 31, |
|
|
|
2008 |
|
|
2008 |
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,340,394 |
|
|
$ |
2,189,010 |
|
Accounts receivable, net of allowance for doubtful
accounts of $100,000, respectively |
|
|
2,993,000 |
|
|
|
2,832,852 |
|
Contract receivables |
|
|
852,138 |
|
|
|
1,833,842 |
|
Prepaid hardware and third party software for future delivery |
|
|
861,635 |
|
|
|
484,247 |
|
Prepaid other, including prepaid customer maintenance contracts |
|
|
864,676 |
|
|
|
501,803 |
|
Deferred tax asset |
|
|
185,000 |
|
|
|
185,000 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
7,096,843 |
|
|
|
8,026,754 |
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
Computer equipment |
|
|
2,643,847 |
|
|
|
2,235,104 |
|
Computer software |
|
|
1,268,827 |
|
|
|
1,086,691 |
|
Office furniture, fixtures and equipment |
|
|
737,344 |
|
|
|
731,346 |
|
Leasehold improvements |
|
|
574,257 |
|
|
|
574,257 |
|
|
|
|
|
|
|
|
|
|
|
5,224,275 |
|
|
|
4,627,398 |
|
Accumulated depreciation and amortization |
|
|
(3,676,019 |
) |
|
|
(3,153,675 |
) |
|
|
|
|
|
|
|
|
|
|
1,548,256 |
|
|
|
1,473,723 |
|
Contract receivables |
|
|
321,500 |
|
|
|
|
|
Capitalized software development costs, net of accumulated
amortization of $8,201,235 and $6,643,235, respectively |
|
|
5,948,694 |
|
|
|
4,878,694 |
|
Other, including deferred taxes of $1,690,000, respectively |
|
|
1,724,661 |
|
|
|
1,720,114 |
|
|
|
|
|
|
|
|
|
|
$ |
16,639,954 |
|
|
$ |
16,099,285 |
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
3
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Liabilities and Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
(Audited) |
|
|
|
October 31, |
|
|
January 31, |
|
|
|
2008 |
|
|
2008 |
|
Current liabilities: |
|
|
|
|
|
|
|
|
Bank line of credit |
|
$ |
2,000,000 |
|
|
$ |
|
|
Accounts payable |
|
|
1,522,094 |
|
|
|
1,518,682 |
|
Accrued compensation |
|
|
414,210 |
|
|
|
536,599 |
|
Accrued other expenses |
|
|
524,531 |
|
|
|
521,210 |
|
Deferred revenues |
|
|
4,955,593 |
|
|
|
5,183,333 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
9,416,428 |
|
|
|
7,759,824 |
|
|
|
|
|
|
|
|
|
|
Non-current lease incentives |
|
|
73,262 |
|
|
|
146,525 |
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Convertible redeemable preferred stock, $.01 par value per share
5,000,000 shares authorized |
|
|
|
|
|
|
|
|
Common stock, $.01 par value per share, 25,000,000 shares
authorized, 9,304,782 and 9,260,320 shares issued, respectively |
|
|
93,048 |
|
|
|
92,603 |
|
Capital in excess of par value |
|
|
35,728,142 |
|
|
|
35,542,222 |
|
Accumulated (deficit) |
|
|
(28,670,926 |
) |
|
|
(27,441,889 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
7,150,264 |
|
|
|
8,192,936 |
|
|
|
|
|
|
|
|
|
|
$ |
16,639,954 |
|
|
$ |
16,099,285 |
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
4
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Nine Months Ended October 31,
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems sales |
|
$ |
1,343,112 |
|
|
$ |
40,753 |
|
|
$ |
2,938,131 |
|
|
$ |
905,092 |
|
Services, maintenance and support |
|
|
2,518,583 |
|
|
|
3,031,478 |
|
|
|
7,565,489 |
|
|
|
7,356,497 |
|
Application-hosting services |
|
|
517,277 |
|
|
|
871,843 |
|
|
|
2,315,703 |
|
|
|
2,665,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
4,378,972 |
|
|
|
3,944,074 |
|
|
|
12,819,323 |
|
|
|
10,926,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
systems sales |
|
|
950,340 |
|
|
|
443,167 |
|
|
|
2,622,485 |
|
|
|
1,806,789 |
|
Cost of
services, maintenance and support |
|
|
1,053,661 |
|
|
|
1,101,417 |
|
|
|
3,252,252 |
|
|
|
3,088,605 |
|
Cost of application-hosting services |
|
|
286,471 |
|
|
|
263,216 |
|
|
|
883,710 |
|
|
|
818,375 |
|
Selling, general and administrative |
|
|
1,698,829 |
|
|
|
1,509,344 |
|
|
|
5,181,322 |
|
|
|
4,331,015 |
|
Product research and development |
|
|
364,002 |
|
|
|
610,554 |
|
|
|
2,094,371 |
|
|
|
2,366,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
4,353,303 |
|
|
|
3,927,698 |
|
|
|
14,034,140 |
|
|
|
12,411,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
25,669 |
|
|
|
16,376 |
|
|
|
(1,214,817 |
) |
|
|
(1,484,550 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
64 |
|
|
|
327 |
|
|
|
7,823 |
|
|
|
17,559 |
|
Interest expense |
|
|
(7,658 |
) |
|
|
(4,472 |
) |
|
|
(8,543 |
) |
|
|
(23,848 |
) |
Loss on disposal of property and
equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,546 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) before taxes |
|
|
18,075 |
|
|
|
12,231 |
|
|
|
(1,215,537 |
) |
|
|
(1,502,385 |
) |
Income taxes |
|
|
(3,500 |
) |
|
|
(9,000 |
) |
|
|
(13,500 |
) |
|
|
(9,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
14,575 |
|
|
$ |
3,231 |
|
|
$ |
(1,229,037 |
) |
|
$ |
(1,511,385 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net (loss) per common share |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
(0.13 |
) |
|
$ |
(0.16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net (loss) per common share |
|
$ |
0.00 |
|
|
$ |
0.00 |
|
|
$ |
(0.13 |
) |
|
$ |
(0.16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares used in per common
share computations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
9,302,956 |
|
|
|
9,245,320 |
|
|
|
9,279,677 |
|
|
|
9,227,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
9,342,130 |
|
|
|
9,361,189 |
|
|
|
9,279,677 |
|
|
|
9,227,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
5
STREAMLINE HEALTH SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended October 31,
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net (loss) |
|
$ |
(1,229,037 |
) |
|
$ |
(1,511,385 |
) |
Adjustments to reconcile net (loss) to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,080,345 |
|
|
|
1,648,445 |
|
Share-based compensation expense |
|
|
118,922 |
|
|
|
83,553 |
|
Loss on disposal of property and equipment |
|
|
|
|
|
|
11,546 |
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts and contract receivables |
|
|
500,056 |
|
|
|
1,066,380 |
|
Other current assets |
|
|
(740,261 |
) |
|
|
(420,258 |
) |
Accounts payable and accrued expenses |
|
|
(115,657 |
) |
|
|
(21,404 |
) |
Deferred revenues |
|
|
(227,740 |
) |
|
|
(210,048 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
386,628 |
|
|
|
646,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(596,877 |
) |
|
|
(596,205 |
) |
Proceeds from disposal of property and equipment |
|
|
|
|
|
|
138,775 |
|
Capitalization of software development costs |
|
|
(2,628,000 |
) |
|
|
(1,767,994 |
) |
Other investing activities |
|
|
(77,810 |
) |
|
|
(49,134 |
) |
|
|
|
|
|
|
|
Net cash (used for) investing activities |
|
|
(3,302,687 |
) |
|
|
(2,274,558 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Net change in bank line of credit |
|
|
2,000,000 |
|
|
|
(1,000,000 |
) |
Payment of capitalized leases |
|
|
|
|
|
|
(147,051 |
) |
Proceeds received from exercise of stock options
and employee stock purchases |
|
|
67,443 |
|
|
|
86,831 |
|
|
|
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
|
2,067,443 |
|
|
|
(1,060,220 |
) |
|
|
|
|
|
|
|
(Decrease) in cash |
|
|
(848,616 |
) |
|
|
(2,687,949 |
) |
Cash at beginning of period |
|
|
2,189,010 |
|
|
|
3,316,614 |
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
1,340,394 |
|
|
$ |
628,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
3,958 |
|
|
$ |
25,459 |
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
8,740 |
|
|
$ |
9,202 |
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements.
6
STREAMLINE HEALTH SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by
Streamline Health Solutions, Inc. (Streamline Health® or the Company) without audit,
in accordance with accounting principles generally accepted in the United States for interim
financial information, pursuant to the rules and regulations applicable to quarterly reports on
Form 10-Q of the U. S. Securities and Exchange Commission. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the Condensed Consolidated
Financial Statements have been included. These Condensed Consolidated Financial Statements should
be read in conjunction with the financial statements and notes thereto included in the most recent
Streamline Health Solutions, Inc. Annual Report on Form 10-K, Commission File Number 0-28132.
Operating results for the three and nine months ended October 31, 2008, are not necessarily
indicative of the results that may be expected for the fiscal year ending January 31, 2009.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Companys significant accounting policies is presented beginning on page 43 of its
fiscal year 2007 Annual Report on Form 10-K. Users of financial information for interim periods
are encouraged to refer to the footnotes contained in the Annual Report when reviewing interim
financial results. There has been no material change in the accounting policies followed by the
Company during fiscal year 2008.
Note 3 CHANGES IN BALANCE SHEET ACCOUNT BALANCES
The decrease in cash during the first nine months results primarily from investing activities -
primarily expenditures relating to capitalized software development and acquisitions of equipment
offset by borrowings under line of credit.
The decrease in contracts receivable is the result of reaching billing milestones on customer
contracts which were previously recognized as revenue but were not yet eligible for invoicing.
The increase in prepaid hardware and third party software for future delivery results from the
purchase of items for a recently signed contract that have not been delivered.
The increase in prepaid other, including prepaid customer maintenance contracts is the result of
new prepaid maintenance contracts that are amortized over their service period along with
7
increases in prepaid commissions on new application-hosting services contracts which are amortized
over their contract periods.
The increase in property and equipment is primarily the result of the acquisition of additional
equipment to accommodate additional employees, upgrading of the data centers for internal
operations and application hosting services.
The increase in long term contract receivables results from a new customer contract with a billing
point that is long-term in nature.
The increase in capitalized software development costs, net, is the result of certain projects
reaching technological feasibility for which development cost began being capitalized relating to
the development of the next generation of core software solutions and expanded work flow module
development.
The decrease in accrued compensation results from the temporary suspension of the corporate bonus
program during the quarter to improve cash flow.
The amount shown for the line of credit represents new borrowings under the line.
The decrease in deferred revenues reflects the normal amortization of prepaid maintenance received
in fiscal year 2007 and 2008, net of any additional payments received in 2008.
Note 4 EQUITY AWARDS
During the first nine months of the current fiscal year, the Company granted 75,000 options with a
weighted average exercise price of $2.17 per share. During the same period 52,500 options with a
weighted average exercise price of $2.875 per share expired and 7,000 options, with an exercise
price of $1.50, were exercised under all plans.
The Company adopted the standards of Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment, in fiscal year 2006, using the modified-prospective-transition method which
requires expensing the fair value of the equity awards. The expense relating to the fair value of
equity awards included in the three months and nine months ended October 31, 2008 and 2007
amounted to $38,111 and $27,982 and $118,922 and $83,553, respectively.
The assumptions used to calculate the fair value of equity awards granted are evaluated and
revised, as necessary, to reflect current market conditions and prior experience.
Note 5 INCOME TAXES
The Company adopted Financial Accounting Standards Board Interpretation 48, Accounting for
Uncertainty in Income Taxes (FIN 48), at the beginning of fiscal year 2007. FIN 48 requires the
Company to evaluate whether the tax positions taken by the Company will more likely than not be
sustained upon examination by the appropriate taxing authority. It also provides guidance
on how a company should measure the amount of the benefit that that the Company recognizes
8
in its financial statements. The Company believes that its income tax positions and deductions will be
sustained on audit and does not anticipate adjustments that will result in a material change to its
financial position. Therefore, no reserves for uncertain tax positions have been recorded pursuant
to FIN 48.
The Company and its subsidiary are subject to U.S. Federal income tax as well as income taxes in
multiple state and local jurisdictions. The Company has concluded all U.S. Federal tax matters for
years through January 31, 2006. All material state and local income tax matters have been
concluded for years through January 31, 2003.
The expense reflects various state income taxes in which the company
does business not withstanding the year-to-date loss.
Note 6 EARNINGS PER SHARE
The basic (loss) per common share is calculated using the weighted average number of common shares
outstanding during the period.
The 2008 diluted net (loss) per common share calculation, excludes the effect of the common stock
equivalents (stock options), as the inclusion thereof would be antidilutive. The Company had
424,500 equity award shares outstanding at October 31, 2008 that were not included in the diluted
net (loss) per share calculation as the inclusion thereof would be antidilutive.
The 2007 diluted net (loss) per common share calculation, excludes the effect of the common stock
equivalents (stock options and warrants), as the inclusion thereof would be antidilutive. The
Company had 439,834 equity award shares and 750,000 warrant shares outstanding at October 31, 2007
that were not included in the diluted net (loss) per share calculation as the inclusion thereof
would be antidilutive.
Note 7 CONTRACTUAL OBLIGATIONS
The following table details the remaining obligations, by fiscal year, as of the end of the
quarter. There are no capitalized leases or other commitments. There are no obligations beyond
fiscal year 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
|
|
Line of Credit |
|
$ |
2,000,000 |
|
|
$ |
2,000,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Operating leases |
|
|
615,625 |
|
|
|
119,941 |
|
|
|
444,869 |
|
|
|
26,307 |
|
|
|
24,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,615,625 |
|
|
$ |
2,119,941 |
|
|
$ |
444,869 |
|
|
$ |
26,307 |
|
|
$ |
24,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 8 DEBT
Effective July 30, 2008, Streamline Health, Inc., a wholly owned subsidiary of Streamline Health
Solutions, Inc., entered into a new revolving loan agreement with Fifth Third Bank, Cincinnati, OH,
in the principal amount of $2,000,000. The interest rate on amounts borrowed will accrue at a
variable rate from the Prime Rate minus 1% to the Prime Rate plus 3%, (or an effective rate of
3.5% [prime minus 1/2 %] at October 31, 2008) based on the trailing twelve months earnings before
interest, taxes, depreciation and amortization (EBITDA). The agreement contains other
9
covenants including: Minimum Tangible Net Worth, Fixed Charge Coverage Ratio and Funded Indebtedness to
EBITDA. The loan is guaranteed by the Registrant and is secured by a first lien on all of the
assets of the Registrant and its subsidiary. The Company was not in compliance with the Tangible
Net Worth covenant at October 31, 2008, but received a waiver from Fifth Third Bank for that
violation. The Company is working with Fifth Third to reset the terms of the Tangible Net Worth
covenant for future periods. The Company had borrowed $2,000,000, the maximum amount, on the
facility as of October 31, 2008. This facility is scheduled to expire on August 1, 2010.
Note 9 WARRANTIES AND INDEMNITIES
Streamline Health provides for the estimated cost of the product warranties at the time revenue is
recognized. Should products fail to meet certain performance standards for an initial warranty
period, Streamline Healths estimated warranty liability might need to be increased. Streamline
Health bases its warranty estimates on the nature of any performance issue, the effort necessary to
resolve the issue, customer requirements and any potential concessions, if any, which may be
required to be granted to a customer, which result from performance issues. Streamline Healths
ASPeN application-hosting services guarantees specific up-time and response time performance
standards, which, if not met may result in reduced revenues, as a penalty, for the month in which
the standards are not met. Streamline Healths standard agreements with its customers also usually
include provisions to indemnify them from and against third party claims, liabilities, damages, and
expenses arising out of Streamline Healths operation of its business or any negligent act or
omission of Streamline Health. To date, Streamline Health has always maintained the ASPeN
performance standards and has not been required to make any material penalty payments to customers
or indemnify any customers for any material third party claims. At October 31, 2008 and 2007,
Streamline Health had a warranty reserve in the amount of approximately $171,100 and $196,000,
respectively. Each contract is reviewed quarterly with the appropriate Streamline Health Client
Manager to determine the need for a warranty reserve based upon the most currently available
information as to the status of the contract, the customer comments, if any, and the status of any
open or unresolved issues with the customer.
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In addition to historical information contained herein, this Report on Form 10-Q contains
forward-looking statements relating to the Companys plans, strategies, expectations, intentions,
etc. and are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements contained herein are no guarantee of future
performance and are subject to certain risks and uncertainties that are difficult to predict and
actual results could differ materially from those reflected in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the timing of contract negotiations
and executions and the related timing of the revenue recognition related thereto, the potential
cancellation of existing contracts or clients not completing projects included in the backlog, the
impact of competitive products and pricing, product demand and market acceptance, new product
development, key strategic alliances with vendors that resell Streamline Health
10
solutions, the ability of Streamline Health to control costs, availability of products obtained from third-party
vendors, the healthcare regulatory environment, healthcare information system budgets, availability
of healthcare information systems trained personnel for implementation of new systems, as well as
maintenance of legacy systems, fluctuations in operating results and other risk factors that might
cause such differences including, those discussed herein, and
including, effects of critical accounting
policies and judgements, changes in accounting policies or procedures
as may be required by the Financial Accounting Standards Board or
other similar entities, but not limited to,
discussions in the most recent Form 10-K, Part I, Item 1 Business, Item 1A Risk Factors, Part
II, Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
and Item 8 Financial Statements and Supplemental Data. In addition, other written or oral
statements that constitute forward-looking statements may be made by or on behalf of the Company.
Readers are cautioned not to place undue reliance on these forward-looking statements, which
reflect managements analysis only as of the date thereof. The Registrant undertakes no obligation
to publicly revise these forward-looking statements, to reflect events or circumstances that arise
after the date hereof. Readers should carefully review the risk factors described in this and
other documents Streamline Health Solutions, Inc. files from time to time with the Securities and
Exchange Commission, including future Quarterly Reports on Form 10-Q and any Current Reports on
Form 8-K.
Streamline Healths discussion and analysis of its financial condition and results of operations
are based upon its consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial
statements requires Streamline Health to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent
liabilities. On an ongoing basis, Streamline Health evaluates its estimates, including those
related to product revenues, bad debts, capitalized software development costs, income taxes,
warranty obligations, support contracts, contingencies, and litigation. Streamline Health bases
its estimates on historical experience and on various other assumptions that Streamline Health
believes are reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and revenue and expense recognition.
Actual results may differ from these estimates under different assumptions or conditions.
RESULTS OF OPERATIONS
GENERAL
Streamline Health Solutions, Inc. (Streamline Health® or the Company) is a
healthcare information technology company, which is focused on developing and licensing
proprietary software solutions that improve document-centric information flows and complement and
enhance existing transaction-centric hospital healthcare information systems. The Companys
workflow and document management solutions bridge the gap between current, predominantly
paper-based processes and transaction-based healthcare information systems by 1) electronically
capturing document-centric information from disparate sources, 2) electronically directing that
information through vital business processes, and 3) providing access to the information to
authenticated users (such as physicians, nurses, administrative and financial personnel and
payers) across the continuum of care. Streamline Healths systems are designed for enterprise wide
deployment to seamlessly connect disparate departmental systems, or silos of independent
technologies which create Friction PointsTM, in a common interoperable document
management workflow solution.
11
The Companys workflow-based solutions and services offer solutions to specific healthcare
business processes within the Health Information Management (HIM) and revenue cycle, such as:
remote coding, abstracting and chart completion, remote physician order processing, pre-admission
registration scanning, insurance verification, secondary billing services, explanation of benefits
processing, release of information processing and other departmental workflow processes.
The Companys solutions and services also create an integrated document-centric repository of
historical health information that is complementary to and can be seamlessly bolted on to
existing transaction-centric clinical, financial and management information systems, allowing
healthcare providers to aggressively move toward fully Electronic Medical Record (EMR) processes
while improving service levels and convenience for all stakeholders. These integrated systems
allow providers and administrators to dramatically improve the availability of patient information
while decreasing direct costs associated with document retrieval, work-in-process, chart
completion, document retention and archiving.
The Companys software solutions can be provided on a subscription basis via remote
application-hosting services or licensed and installed locally. Streamline Health provides
ASPeNSM remote hosting services to, The Health Alliance of Greater Cincinnati, Catholic
Healthcare West, T. J. Sampson Community Hospital, Bronx Lebanon Hospital Center, Patty A. Clay
Medical Center, and Childrens Medical Center of Columbus, OH, among others. In addition,
Streamline Health has licensed its workflow and document management solutions, which are installed
at leading healthcare providers including Parkview Health, Pro Health Care, Peace Health, Texas
Health Resources, Sarasota Memorial Hospital, the Albert Einstein Healthcare Network, Beth Israel
Medical Centers, and Memorial Sloan-Kettering Cancer Center, among others.
The Companys applications allow authenticated users, such as physicians, nurses, administrative
and financial personnel, and payers, with access to patient healthcare information that exists in
disparate systems across the continuum of care and improve operational efficiencies through
business process re-engineering and automating labor-intensive and demanding paper environments.
Streamline Healths applications and services are complementary to existing clinical and financial
systems, and use document management and advanced workflow tools to ensure users can
electronically access both structured (transaction-centric) and unstructured
(document-centric) patient data and all the various forms of clinical and financial healthcare
information from a single permanent and secure repository, including clinicians handwritten
notes, laboratory reports, photographs, insurance cards, etc.
The Companys workflow solutions offer value to all of the constituents in the healthcare delivery
process by enabling them to simultaneously access and utilize Streamline Healths advanced
technological workflow applications to process information, on a real-time basis from virtually
any location, including the Physicians desktop, using web-based technology. Streamline Healths
solutions integrate its own proprietary document management platform, application workflow modules
and image and web-enabling tools that allow for the seamless merger of back office functionality
with existing Clinical and Financial Information Systems at the desktop.
The Company offers its own, internally developed, document management infrastructure
12
(accessANYwareTM) that is built for high volume transaction processing and is
specifically designed for the healthcare industry. In addition to providing access to information
not previously available at the desktop, Streamline Healths applications fulfill the
administrative and regulatory needs of the Health Information Management, Patient Financial
Services and other hospital administrative departments. Furthermore, these systems have been
specifically designed to integrate with any Clinical Information System through various means,
including our proprietary software integration tool, Stream-ITSM. For example,
Streamline Health has integrated its solutions with selected systems from Emergis, Inc. (a Telus
company) (Oacis Electronic Medical Record), Siemens Medical Solutions USA Inc. (Siemens), Cerner
Corporation, Eclipsys Corporation, Lawson Software, and GE Healthcare (see below) applications,
thus enabling customers to use our solutions without the expense of replacing entire software
systems to gain the software functionality. By offering electronic access to all the patient
information components of the medical record, this integration completes one of the most difficult
tasks necessary to provide a true Electronic Medical Record. Streamline Healths systems deliver
on-line enterprise wide access to fully updated patient information, which historically was
maintained on a variety of media, including paper, magnetic disk, optical disk, and microfilm.
The Company operates primarily in one segment as a provider of health information technology
solutions that streamline healthcare information flows within a healthcare facility.
Historically, Streamline Health has derived most of its revenues from recurring application-hosting
services, recurring maintenance fees, professional services and system sales involving the
licensing, either directly or through remarketing partners, of its Health Information Management
Workflow and Revenue Cycle Management Workflow solutions to Integrated Healthcare Delivery Networks
(IDNs). In a typical transaction, Streamline Health, or its remarketing partners, enter into a
perpetual license or fee-for-service subscription agreement for Streamline Healths software
application suite and may license or sell other third-party software and hardware components to the
IDN. Additionally, Streamline Health provides professional services, including implementation,
training, and product support.
Streamline Health earns its highest margins on proprietary Streamline Health software and
application-hosting services and the lowest margins on third-party hardware and software. Sales to
customers may include different configurations of Streamline Health software, hardware, third party
software, and professional services, resulting in varying margins among contracts. The margins on
professional services revenues fluctuate based upon the negotiated terms of the agreement with each
customer and Streamline Healths ability to fully utilize its professional services, maintenance,
and support services staff.
Beginning in 1998, Streamline Health began offering customers the ability to obtain its workflow
solutions on an application-hosting basis as an Application Service Provider (ASP). Streamline
Health established a hosting data center and installed Streamline Healths suite of workflow
solutions, called ASPeN (Application Service Provider eHealth Network) within the hosting data
center. Under this arrangement, customers electronically capture information and securely transmit
the data to the hosting data center. The ASPeN services store and manage the data using Streamline
Healths suite of applications, and customers can view, print, fax, and
13
process the information from anywhere using the Streamline Health web-based applications. Streamline Health charges and
recognizes revenue for these ASPeN services on a subscription basis as information is captured,
stored, retrieved and processed. In 2008, the Company has experienced a shift towards more new
ASPeN customer contracts versus its historical pattern of mostly licensed software contracts.
The decisions by a healthcare provider to replace, substantially modify, or upgrade its information
systems are strategic decisions and often involve a large capital commitment requiring an extended
approval process. Since inception, Streamline Health has experienced extended sales cycles. It is
not uncommon for sales cycles to take six to eighteen months from initial contact to the execution
of an agreement. As a result, the sales cycles can cause significant variations in
quarter-to-quarter operating results. These agreements cover the licensing, implementation and
maintenance of the system, which typically takes place in one or more phases. The licensing
agreements generally provide for the licensing of Streamline Healths proprietary software and
third-party software with a perpetual or term license fee on either an unlimited number of users
(site license) or a specific number of users (concurrent users license) that is adjusted upward
depending on the number of concurrent users using the software. Site-specific customization,
interfaces with existing customer systems and other consulting services are sold on a fixed fee or
a time and materials basis. Alternatively, with Streamline Healths ASP services solution, the
application-hosting services agreements generally provide for utilizing Streamline Healths
software and third-party software on a recurring subscription basis.
ASPeN services was designed to overcome obstacles in the buying decision such as large capital
commitment, length of implementation, and the scarcity of time for Healthcare Information Systems
personnel to implement new systems. Streamline Health believes that large IDNs and smaller
healthcare providers are looking for this type of ASP application because of the ease of
implementation and lower entry-level costs. Streamline Health believes its business model is
especially well suited for the medium to small acute care facility marketplace as well as the
ambulatory marketplace and is actively pursuing remarketing agreements, in addition to those
discussed below, with other Healthcare Information Systems and staff outsourcing providers to
distribute Streamline Healths workflow solutions.
Streamline Healths quarterly operating results have varied in the past and may continue to do so
in the future because of various reasons including: demand for Streamline Healths solutions and
services, long sales cycles, and extended installation and implementation cycles based on
customers schedules. Sales are often delayed because of customers budgets and competing capital
expenditure needs as well as customers personnel resource constraints.
Delays in anticipated sales or installations may have a significant impact on Streamline Healths
quarterly revenues and operating results, because substantial portions of the operating expenses
are fixed and the revenues are more variable.
UNEVEN PATTERNS OF QUARTERLY OPERATING RESULTS
The Companys revenues from systems sales have varied, and may continue to vary,
14
significantly from quarter-to-quarter because of the volume and timing of systems sales and delivery. Professional
services revenues also fluctuate from quarter-to-quarter because of the timing of the
implementation services, project management and customized programming provided. Revenues from
maintenance services do not fluctuate significantly from quarter-to-quarter, but have been
increasing, on an annual basis, as the number of customers increase.
The Companys revenues and operating results may also vary significantly from quarter-to-quarter
because of a number of other factors, many of which are outside the Companys control. These
factors include the relatively high purchase price of a system, unpredictability in the number and
timing of systems sales, length of the sales cycle, delays in the implementation process and
changes in the customers financial condition or budget and the sales activities of the remarketing
partners. As a result, period-to-period comparisons may not be meaningful with respect to the past
operations of the Company nor are they necessarily indicative of the future operations of the
Company.
REVENUES
Revenues
for the three months ended October 31, 2008, were $4,378,972, compared with
$3,994,074 reported in the comparable quarter of 2007. The increase was primarily a result of
increased software licenses and third party software licenses delivered this quarter offset by
decreases in professional services and application-hosting services.
Revenues for the first nine months ended October 31, 2008, were $12,819,323, compared with
$10,926,689 reported in the comparable period of 2007. The increase was primarily a result of
increased software licenses and professional services relating to the delivery of an enhanced
version of our product that required client specific additional functionality in the second quarter
and the software license revenues noted above in the third quarter. The increase was further
improved by a small increase in services, maintenance, and support revenue offset by the decline in
application-hosting services.
Application-hosting services revenues declined by
approximately $355,000 or 40% in the third quarter of fiscal
2008 due to the loss of a large customer, who built its own locally-installed solution after having
renewed its hosting agreement after multiple renewals over a five and a half year period. The cost
of application-hosting services as a percentage of revenues is therefore expected to increase
substantially for the remainder of the 2008 fiscal year due to the loss of this large application
hosting client. If the revenues, in excess of approximately $1,761,000 per year, from this client
cannot be replaced, the termination of this agreement will have a material adverse impact on the
future results of operations. Although five additional application-hosting services customers have
signed new agreements with the Company this year, the amounts of new revenues are not expected to
contribute to revenues until late 2008 and early 2009, and, when totally implemented, will generate
revenues estimated to be approximately 90% of the revenues attributed to the loss of the large
customer. However, one of the new application hosting contracts signed this year was constructed
to cover up to 26 total facilities, of which only three implementations are included in the above
replacement revenue estimate. We expect to add additional application-hosting customers in the
future which will replace the revenue gap from
15
the loss of the large customer, and subsequently continue to grow hosting revenues beyond the loss in recurring revenues incurred this year.
OPERATING EXPENSES
Cost of Systems Sales
The cost of systems sales includes amortization of capitalized software development costs on a
straight-line basis, royalties and the cost of third party software and hardware. The cost of
system sales for the three months ended October 31, 2008 was $950,340 compared with $443,167 in
the prior period. The cost of system sales for the nine months ended October 31, 2008 was
$2,622,485 compared with $1,806,789 in the prior period. The increase in the cost of sales for
these periods is primarily the result of the increased system sales of third party software and
hardware. Cost of systems sales as a percentage of systems sales may vary from period-to-period
depending on the mix of hardware and software of the systems or add-on sales delivered. The cost
of systems sales as a percentage of systems sales for the third quarter of fiscal 2008 and 2007
were 71% and 1087%, respectively. The cost of systems sales as a percentage of systems sales for
the first nine months of fiscal 2008 and 2007 were 89% and 200%, respectively. The relatively
fixed cost of the capitalized software amortization compared to the variable nature of the system
sales each quarter can cause these percentages to vary dramatically, especially in those periods
where systems sales are low.
Cost of Services, Maintenance and Support
The cost of services, maintenance and support includes compensation and benefits for support and
professional services personnel and the cost of third party maintenance contracts. The cost of
services, maintenance and support for the three months ended October 31, 2008 was $1,053,661
compared with $1,101,417 in the prior period. The cost for the nine
months ended October 31, 2008
was $3,252,252 compared with $3,088,605 in the prior period. This increase is due to increased
support staff and related compensation and third party maintenance contract increases. As a percentage of
services, maintenance and support revenues, the cost of such services, maintenance and support was
42% and 36% for the third quarter of fiscal 2008 and 2007, respectively. As a percentage of
services, maintenance and support revenues, the cost of such services, maintenance and support was
43% and 42% for the first nine months of fiscal 2008 and 2007, respectively. Maintenance revenues
increased slightly during the reporting periods.
Cost of Application-hosting services
The cost of application-hosting services operations increased approximately 9% during the third
quarter when compared to the comparable period in 2007, as the cost of providing these services is
relatively fixed, but subject to inflation for the goods and services it requires. The cost of
application-hosting services for the three months ended October 31, 2008 was $286,471 compared
with $263,216 in the prior period. The cost for the nine months ended October 31, 2008 was
$883,710 compared with $818,375 in the prior period. These increases represent normal compensation
increases for the application-hosting support personnel and inflationary increases related to
operating a data center. As a percentage of application-hosting revenues,
16
the cost of application-hosting was 55% and 30% for the third quarter of fiscal 2008 and 2007, respectively.
As a percentage of application-hosting revenues, the cost of application-hosting was 38% and 31%
for the first nine months of fiscal 2008 and 2007, respectively. These increased percentages are
attributable to the recent loss of our large application-hosting customer previously noted above.
Selling, General and Administrative
Selling, General and Administrative expenses consist primarily of compensation and related benefits
and reimbursable travel and living expenses related to the Companys sales, marketing and
administrative personnel; advertising and marketing expenses, including trade shows and similar
type sales and marketing expenses; and general corporate expenses, including occupancy costs.
During the third quarter and first nine months of fiscal 2008, Selling, General and Administrative
expenses increased by 13% and 20%, respectively, over the comparable prior periods primarily
because of planned increased salary costs related to normal pay raises and the increased headcount
in the sales organization. In order to enhance efficiencies, reduce expenses and improve cash
flow, beginning in September, 2008, the Company reorganized its operations across all departments.
As a part of this reorganization, a number of sales and marketing positions were eliminated and
the various tasks associated with those positions were distributed to other parts of the
organization or outsourced as part of this reorganization plan. The financial impact of the sales
and marketing reorganization will primarily benefit future quarters due to its late implementation
during the quarter.
Product Research and Development
Product research and development expenses consist primarily of compensation and related benefits;
the use of independent contractors for specific near-term development projects; and an allocated
portion of general overhead costs, including occupancy. During the third quarter of fiscal 2008,
research and development expenses decreased approximately $247,000, or 40% when compared with the comparable prior quarter of
fiscal 2007 primarily as a result of certain research and development
projects reaching technological feasability resulting in increased capitalized software development costs associated
with the new products under development. During the first nine months of fiscal 2008, research and
development expenses decreased by approximately $272,000 or 11% when compared with the comparable prior period
for fiscal 2007 primarily as a result of the increase in capitalized software development costs.
The Company capitalized, in accordance with Statement of Financial Accounting Standards No. 86,
Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed,
approximately $1,217,000 and $768,000 of product research and development costs in the third
quarter of fiscal 2008 and 2007 and approximately
$2,628,000 and $1,768,000 in the first nine months of fiscal 2008 and 2007, respectively. These
increases in capitalized development costs are a result of increased employee and outside
contractor staffing levels required to bring to market the next generation of
accessANYwareTM and workflow products. During the three months ended October 31, 2008
management identified certain costs expensed during the second quarter that qualified for
capitalization. Such costs approximated $362,000 and were capitalized
in the current quarter.
Management performed an analysis considering the quantitative and qualitative factors associated
with this adjustment and determined that restatement of the prior quarter was not necessary.
17
As indicated above, a company-wide reorganization plan was implemented late in the third quarter of
2008. As a part of this reorganization, a number of product research and development positions
were eliminated, which was in part, consistent with the overall development plan to scale back
development resources in the second half of the year as certain new product architecture
development milestones were achieved. The financial impact of the product research and development
reorganization will primarily benefit future quarters due to its late implementation during the
quarter.
Operating profit (loss)
The operating profit for the third quarter of fiscal 2008 was $25,669 compared with an operating
profit of $16,376 in the third quarter of fiscal 2007. The operating (loss) for the first nine
months of fiscal 2008 was ($1,214,817) compared with an operating (loss) of ($1,484,550) in the
first nine months of fiscal 2007. The improvement in operating income for the three and nine
months ended October 31, 2008 is the result of the higher systems sales, primarily software
licensing revenues, offset by lower application-hosting revenues and further offset by increased
operating expenses as noted above.
Interest income consists primarily of interest on invested cash. The decrease in interest income
results from decreased average cash balances.
The increase in interest expense for the three months ended October 31, 2008 is the result of
recent borrowings under the Companys line of credit. The decrease in interest expense for the
nine month period ending October, 2008 is because the Company had borrowings in fewer months than
in the comparable prior period in 2007.
Net Earnings (loss)
The net earnings for the third quarter of fiscal 2008 was $14,575 compared with a net earnings of
$3,231 in the third quarter of fiscal 2007. The net (loss) for the first nine months of fiscal
2008 was ($1,229,037) compared with a net (loss) of ($1,511,385) in the first nine months of
fiscal 2007. The improvement in earnings (or reduction of loss) for the three and nine months
ended October 31, 2008 is primarily the result of the increased systems sales, primarily software
licensing revenues offset by reduced application-hosting revenues, and further offset by increased
operating expenses as noted above.
Management continues to believe that the healthcare document management and workflow market will
continue to grow and expects significant growth coming from Companys hosting services. Management
believes it has made, and continues to make, significant investments in the talent and technology
necessary to establish the Company as a leader in this marketplace, and continues to believe the
Company is well positioned to experience significant revenue growth, particularly for its ASPeN
hosting services.
Since commencing operations in 1989, the Company has incurred operating losses. Although the
Company achieved profitability in fiscal years 1992, 1993, and 2000 through 2006, the
18
Company incurred a net (loss) in fiscal years 1994 through 1999 and 2007. In view of the Companys prior
operating history, there can be no assurance that the Company will be able to achieve consistent
profitability on a quarterly or annual basis or that it will be able to sustain or increase its
revenue growth in future periods. Based upon the expenses associated with current and planned
staffing levels, profitability is dependent upon increasing revenues.
LIQUIDITY AND CAPITAL RESOURCES
During the last five fiscal years, Streamline Health has funded its operations, working capital
needs, and capital expenditures primarily from cash generated by operations and bank loans.
Streamline Healths liquidity is dependent upon numerous factors that include: the timing and
amount of revenues and collection of contractual amounts from customers, amounts invested in
research and development, capital expenditures, and the level of operating expenses, all of which
can vary significantly from quarter-to-quarter.
Streamline Healths customers typically have been well-established hospitals or medical facilities
or major HIS companies that resell Streamline Health solutions which have good credit histories and
payments have been received within normal time frames for the industry. However, some healthcare
organizations have experienced significant operating losses as a result of limits on third-party
reimbursements from insurance companies and governmental entities. Agreements with customers often
involve significant amounts and contract terms typically require customers to make progress
payments.
Streamline Health has no significant obligations for capital resources, other than the $2.0 million
line of credit and the noncancelable operating leases of $615,625 payable over the next three
years. Capital expenditures for property and equipment in 2008 are not expected to exceed
$800,000.
During the four prior fiscal years, Streamline Health has made significant investments for capital
expenditures, increased its sales and marketing, product research and development and its support
and consulting expenses, and made significant debt reductions. This resulted in significant net
cash outlays over the last four fiscal years. Accordingly, to achieve increasing revenues and
profitability it was necessary for the Company to significantly increase the sales and marketing
and product development expenses over the past three years, including capitalized software in
fiscal 2007 and 2008. The Company believes that a significant shift in market demand toward hosted
services is occurring as a result of better market adoption, numerous customers with a history of
hosting success, and more recently, economic developments that have created scarce capital dollars
for most hospital organizations. Our strategic initiatives to reorganize our resources to focus on
software as a service via our ASPeNSM hosting solution, should produce improved results
in 2009 and beyond as recurring hosted revenues are anticipated to grow. However, there can be no
assurance Streamline Health will be able to do so. At October 31, 2008, Streamline Health had a
cash balance of $1,340,394.
Streamline Health carefully monitors operating expenses. As a result of the current levels of
revenues and operating loss, for the foreseeable future, Streamline Health will need to continually
assess its revenue prospects compared to its then current expenditure levels. If it
19
does not appear likely that revenues will increase, it may be necessary to reduce operating expenses, which
the Company undertook late in the third quarter through attrition, bonus suspension and downsizing of the staff, or
raise cash through additional borrowings, the sale of assets, or issue additional equity, or a
combination thereof. Certain of these actions will require current lender approval. However,
there can be no assurance Streamline Health will be successful in any of these efforts. If it is
necessary to further reduce operating expenses, this could have an adverse effect on future
operating performance.
Streamline Health believes that its present cash position, combined with cash generation currently
anticipated from operations, will be sufficient to meet anticipated cash requirements for the short
term. The Company may need to incur additional debt, obtain an additional infusion of capital, or
a combination of both, depending on the extent of the future expenses and revenues of the Company.
However, there can be no assurance Streamline Health will be able to do so.
To date, inflation has not had a material impact on Streamline Healths revenues or expenses.
SIGNED AGREEMENTS BACKLOG
Streamline Health, or its remarketing partners, enter into master agreements with customers to
specify the scope of the system to be installed and services to be provided, the agreed upon
aggregate price and the timetable for implementation. The master agreement typically provides that
the Company, or its remarketing partner, will deliver the system in phases pursuant to the
customers purchase orders, thereby allowing the customer flexibility in the timing of its receipt
of systems and to make adjustments that may arise based upon changes in technology or changes in
customer needs. The master agreement also allows the customer to request additional components as
the installation progresses, which additions are then separately negotiated as to price and terms.
Historically, customers have ultimately purchased systems and services in addition to those
originally contemplated by the master agreement. Although there can be no assurance that customers
will continue in the future to expand their systems and purchase additional licenses and services,
Streamline Health believes, based on its past experience, that its customers will expand their
existing systems.
At October 31, 2008, Streamline Health has master agreements, purchase orders or royalty reports
from remarketing partners for systems and related services which have not been delivered, installed
and accepted which, if fully performed, will generate future revenues
of $22,843,684
compared with $17,691,139 and $15,315,390 at the end of the second and first quarter as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2008 |
|
July 31, 2008 |
|
April 30, 2008 |
Streamline Health Software
Licenses |
|
$ |
924,678 |
|
|
$ |
1,980,874 |
|
|
$ |
1,988,165 |
|
Custom Software |
|
|
322,584 |
|
|
|
348,584 |
|
|
|
335,250 |
|
Hardware and Third Party
Software |
|
|
765,080 |
|
|
|
1,227,122 |
|
|
|
1,408,891 |
|
Professional Services |
|
|
4,964,910 |
|
|
|
5,295,629 |
|
|
|
5,189,164 |
|
Application Hosting Services |
|
|
12,895,837 |
|
|
|
4,604,815 |
|
|
|
2,355,997 |
|
Recurring Maintenance |
|
|
2,970,595 |
|
|
|
4,234,115 |
|
|
|
4,037,923 |
|
TOTAL |
|
$ |
22,843,684 |
|
|
$ |
17,691,139 |
|
|
$ |
15,315,390 |
|
20
This is an increase of 29% over the second quarter backlog and an increase of 49% over first
quarter backlog. The single largest contributor to backlog relates to significant growth in our
Application Hosting Services backlog. The related products and services are expected to be
delivered over the next two to three years.
Streamline Healths master agreements also generally provide for an initial maintenance period and
give the customer the right to subscribe for maintenance and support services on a monthly,
quarterly, or annual basis. Maintenance and support revenues for fiscal years 2007, 2006 and 2005
were approximately $6,740,000, $5,617,000 and $5,104,000, respectively. Maintenance and support
revenues are expected to continue to increase in 2008 as existing
commitments are renewed and new customers are added.
The commencement of revenue recognition varies depending on the size and complexity of the system;
the implementation schedule requested by the customer and usage by customers of the
application-hosting services. Therefore, Streamline Health is unable to predict accurately the
revenue it expects to achieve in any particular period. Streamline Healths master agreements
generally provide that the customer may terminate its agreement upon a material breach by
Streamline Health, or may delay certain aspects of the installation. There can be no assurance
that a customer will not cancel all or any portion of a master agreement or delay installations. A
termination or installation delay of one or more phases of an agreement, or the failure of
Streamline Health to procure additional agreements, could have a material adverse effect on
Streamline Healths business, financial condition, and results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and
Qualitative Disclosures About Market Risk, of the annual report on Form 10-K for the fiscal year
ended January 31, 2008. The Company exposures to market risk have not changed materially since
January 31, 2008.
Item 4. Controls and Procedures
Streamline Health maintains disclosure controls and procedures that are designed to ensure that
there is reasonable assurance that the information required to be disclosed in Streamline Healths
Exchange Act reports is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is accumulated and communicated
to Streamline Healths management, including its Chief Executive Officer and Chief Financial
Officer and Interim Chief Financial
Officer as appropriate, to allow timely decisions regarding required disclosure based on the
definition of disclosure controls and procedures in Exchange Act Rules 13a-15(e) and 15d-14(e).
In designing and evaluating the disclosure controls and procedures, management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
21
As of the end of the period covered by this report, an evaluation was performed under the
supervision and with the participation of Streamline Healths senior management, including the
Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and
operation of Streamline Healths disclosure controls and procedures to provide reasonable assurance
of achieving the desired objectives of the disclosure controls and procedures. Based on that
evaluation, Streamline Healths management, including the Chief
Executive and Interim Chief Financial
Officer, concluded that there is reasonable assurance that Streamline Healths disclosure controls
and procedures were effective as of the end of the period covered by this report and there have
been no material changes in Streamline Healths internal control or in the other controls during
the quarter ended October 31, 2008 that could materially affect, or is reasonably likely to
materially affect, internal controls over financial reporting.
Streamline Health identified a deficiency during the third quarter,
but it was determined with Staff Accounting Bulletin 99 analysis that
the deficiency did not result in a material error. We believe the
risk of future errors has been mitigated by new control policies put
in place.
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Streamline Health is, from time-to-time, a party to various legal proceedings and claims, which
arise, in the ordinary course of business. Streamline Health is not aware of any legal matters
that will have a material adverse effect on Streamline Healths consolidated results of operations
or consolidated financial position.
Item 1A. Risk Factors
In addition to the other information set forth
in this report and the risk factors set forth below, you should carefully consider the
risk factors discussed in Part I, Item 1A, Risk Factors in the annual report on Form 10-K for the
fiscal year ended January 31, 2008. The risk factors in the
Annual Report have not materially changed since January
31, 2008. The risk factors below and described in the Annual Report on Form 10-K are not the only risks
facing the Company. In addition, risks and uncertainties not currently known to the Company or
that the Company currently deems to be immaterial also may materially adversely affect the Company,
its financial condition and/or operating results.
The preparation of the Companys financial statements requires the use of estimates that may vary
from actual results.
The preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to
make significant estimates that affect the financial statements. One
of the Companys
most critical estimates is the capitalization of software development costs. Due to the
inherent nature of these estimates, the Company cannot provide absolute assurance that it
will not significantly increase or decrease such estimates upon determination of the actual
results. Any required adjustments could have a material adverse effect on the Company
and its results of operations, and could result in the restatement of
the Companys prior
period financial statements.
Changes in accounting standards could impact the Companys reported
earnings and financial condition.
The accounting standard setters, including the Financial Accounting Standards Board, the
U.S. Securities and Exchange Commission and other regulatory bodies, periodically
change the financial accounting and reporting standards that govern the preparation of the
Companys consolidated financial statements. These changes can be hard to predict and can
materially impact how the Company records and reports its financial condition and
results of operations. In some cases, the Company could be required to apply a new or
revised standard retroactively, which could result in the restatement
of the Companys
prior period financial statements.
Failure to improve and maintain the quality of internal controls over financial reporting
could materially and adversely affect the Companys ability to provide timely and
accurate financial information about the Company.
In connection with the preparation of the financial statements for
the Companys third
fiscal quarter ended October 31, 2008, Management identified a deficiency in the internal
controls over financial reporting relating to the capitalization of software development
costs for the Companys second fiscal quarter ended July 31, 2008. While such
deficiency did not rise to the level of a material
weakness or significant deficiency,
an adjustment of approximately $362,000 was made in the third quarter to capitalize
certain software development expenses that had been expensed in the second quarter.
Management cannot be certain that other deficiencies will not arise in the future or be
identified or that the Company will be able to correct and maintain adequate controls over
financial processes and reporting in the future. Any failure to maintain adequate controls
or to adequately implement required new or improved controls could harm operating
results or cause failure to meet reporting obligations in a timely and accurate manner.
Item 3. DEFAULTS UPON SENIOR SECURITIES
The Company was not in compliance with the Tangible Net Worth covenant at October 31, 2008, but
received a waiver from Fifth Third Bank for that violation. The Company is working with Fifth
Third to reset the terms of the Tangible Net Worth covenant for future periods.
Item 5. OTHER MATTERS
None
22
Item 6. EXHIBITS
(a) Exhibits
|
3.1 |
|
Certificate of Incorporation of Streamline Health Solutions, Inc. (*) |
|
|
3.2 |
|
Bylaws of Streamline Health Solutions, Inc. (*) |
|
|
4 |
|
Revolving Note, and associated documents, dated July 30, 2008, between Streamline
Health, Inc. (a wholly owned subsidiary of the Registrant) and the Fifth Third Bank. (*) |
|
|
11 |
|
Computation of Earnings (Loss) Per Common Share |
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Rule 13a -14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
32.1 |
|
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
32.2 |
|
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
(*) |
|
Incorporated herein by reference from, the Registrants SEC filings. |
|
|
|
(See INDEX TO EXHIBITS) |
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
STREAMLINE HEALTH SOLUTIONS, INC.
|
|
|
|
|
|
|
|
|
|
DATE: December 15, 2008
|
|
By:
|
|
/s/ J. Brian Patsy |
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Brian Patsy |
|
|
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
DATE: December 15, 2008
|
|
By:
|
|
/s/ Donald E. Vick, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald E. Vick, Jr. |
|
|
|
|
|
|
Interim Chief Financial Officer |
|
|
24
INDEX TO EXHIBITS
|
|
|
Exhibit No. |
|
Exhibit |
|
|
|
3.1(a)
|
|
Certificate of Incorporation of Streamline Health Solutions,
Inc. f/k/a/ LanVision Systems, Inc. Previously filed with the
Commission and incorporated herein by reference from, the
Registrants (LanVision System, Inc.) Registration Statement
on Form S-1, File Number 333-01494, as filed with the
Commission on April 15, 1996. |
|
|
|
3.1(b)
|
|
Certificate of Incorporation of Streamline Health Solutions,
Inc. f/k/a LanVision Systems, Inc., amendment No. 1 Previously
filed with the Commission and incorporated herein by reference
from the Registrants Form 10-Q, as filed with the Commission
on September 8, 2006. |
|
|
|
3.2
|
|
Bylaws of Streamline Health Solutions, Inc. Previously filed
with the Commission and incorporated herein by reference from
the Registrants Form 10-Q, as filed with the Commission on
June 5, 2007. |
|
|
|
4
|
|
Revolving Note, and associated documents, dated July 30, 2008,
between Streamline Health, Inc. (a wholly owned subsidiary of
the Registrant) and the Fifth Third Bank. (Previously filed
with the Commission, and incorporated herein by reference
from, Exhibit 10.1 & 10.2 of the Registrants Form 8-K, as
filed with the Commission on August 1, 2008.) |
|
|
|
11
|
|
Computation of Earnings (Loss) Per Common Share |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a
-14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a
-14(a) and
Rule 15d 14(a) of the Securities Exchange Act, as Amended |
|
|
|
32.1
|
|
Certification of the Chief Executive Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 |
|
|
|
32.2
|
|
Certification of the Chief Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 |
25